Adjusted earnings before interest, income taxes, depreciation and amortization ("EBITDA"), a non-GAAP measure, of $26.4 million(1);

Distributable cash flow, a non-GAAP measure, of $22.7 million, or $0.44 per common unit(1);

ATLS declared a cash distribution of $0.22 per limited partner unit based on the financial results for the second quarter 2011, a $0.11, or 100% increase from the preceding quarter;

On a GAAP basis, net income of $24.4 million for the second quarter 2011 compared with $15.3 million for the prior year comparable period. The increase over the prior year quarter was due primarily to Atlas Energy's share of Lightfoot's recognized gain on its sale of International Resource Partners; and

Total net production of 36.6 million cubic feet equivalents per day ("mmcfed").

(1) A reconciliation of GAAP net income to adjusted EBITDA and distributable cash flow is provided in the financial tables of this release.

Edward E. Cohen, Chief Executive Officer of Atlas Energy, commented, "We are pleased to report our first full quarter of results for Atlas Energy, L.P., and furthermore, we have made significant progress in executing our business plans. Our partnership management business is once again raising funds for our drilling efforts, and we have added seasoned technical leadership to our experienced management team over the past several months in order for us to meet our strategic objectives in the future. Our subsidiary, Atlas Pipeline, also continues to execute on its growth initiatives to expand its facilities in the Mid-Continent and substantially increase cash flows for its unitholders, as well as increasing incentive distributions for Atlas Energy."

On February 17, 2011, ATLS acquired certain assets and assumed certain liabilities (the "Transferred Business") from Atlas Energy, Inc., the former owner of ATLS' general partner. ATLS' gross margin, adjusted EBITDA and distributable cash flow include the results of operations of the Transferred Business from the date of acquisition. However, in accordance with prevailing accounting principles, all other ATLS financial information, including revenues and net income, are presented combined with those of the Transferred Business for historical periods prior to the date of acquisition, although ATLS did not own the Transferred Business for these periods.

Recent Events

Atlas Energy Credit Facility Borrowing Base Increase

In June 2011, ATLS announced that the lending group on its senior secured credit facility completed its borrowing base redetermination and increased ATLS' borrowing base from $125 million to $160 million. There were no other changes to the terms of the credit facility. ATLS currently has no amounts borrowed against its credit facility.

Atlas Pipeline Revolving Credit Facility Increase

In July 2011, Atlas Pipeline Partners, L.P. (NYSE: APL) exercised the $100 million accordion feature on its revolving credit facility to increase the capacity from $350 million to $450 million, effective July 8, 2011. The other terms of the APL credit agreement remain unchanged.

Sale of Lightfoot Capital's International Resource Partners

In March 2011, International Resource Partners, LP ("IRP"), a metallurgical and steam coal business formed by Lightfoot Capital Partners, LP ("Lightfoot"), entered into an agreement to be acquired by James River Coal Company (NASDAQ: JRCC) for $475 million in cash. The transaction closed in June 2011, from which ATLS received net cash proceeds of $13.7 million based on its investment in Lightfoot (gross proceeds were approximately $26 million less cash retained at Lightfoot for future investment). ATLS and its partners formed Lightfoot in 2007 to acquire investments in energy-related assets and businesses. ATLS has a direct and indirect 18% ownership interest in the general partner of Lightfoot. Lightfoot will continue to operate its existing assets and will pursue further opportunities to expand its business.

E&P Operations

Appalachia

Average net daily production for the second quarter 2011 for the Appalachia segment was 33.0 mmcfed.

ATLS expects to connect 16 Marcellus horizontal wells, drilled through the partnership management business, during the fourth quarter 2011 and the first quarter 2012. Eight of these Marcellus wells have been drilled to total depth during the second quarter 2011 and in the early third quarter 2011, and three of these wells are in various stages of drilling. Five of these Marcellus wells have been previously drilled and completed and are awaiting pipeline connection.

New Albany/Antrim

Average net daily production for the New Albany/Antrim segment for the second quarter 2011 was 3.2 mmcfed.

Niobrara

Average net daily production for the second quarter 2011 for the Niobrara segment was 399 thousand cubic feet equivalents per day ("mcfed").

Partnership Management Segment

Partnership management margin(2) contributed $6.2 million to distributable cash flow for the second quarter 2011. Partnership management margin during the period was impacted primarily by the comparable year over year timing of funds raised and capital deployed for the direct investment programs, and the absence of a fall 2010 partnership program due to the pending merger between Atlas Energy, Inc. and Chevron.

(2) Partnership management margin is comprised of Well Construction and Completion margin, Well Services margin and Administration and Oversight Fee revenues.

Atlas Pipeline Partners, L.P.

On July 26, 2011, APL declared a cash distribution of $0.47 per unit on its outstanding common limited partner units, representing the cash distribution for the quarter ended June 30, 2011, a $0.07 per unit, or 17.5%, increase from the preceding quarter. ATLS had $2.7 million of cash distributions received from APL during the second quarter 2011, which represented APL's cash paid based on a $0.40 per unit distribution for the quarter ended March 31, 2011. ATLS will receive cash distributions of $3.7 million from APL on August 12, 2011, the date of payment for the APL second quarter 2011 distribution.

During the second quarter 2011, APL announced several major organic expansion projects at its Mid-Continent systems that are expected to be substantially accretive to earnings and cash flow. The new projects include a $175 million, 200 million cubic feet per day ("Mmcfd") expansion of the Western Oklahoma processing system, $15 million for the re-start of a cryogenic skid at Midkiff in West Texas, $75 million for expansion of the Velma system, and an additional $50 million in growth capital for compression, gathering lines, and connections that are expected to be incurred in 2012. A further $85 million has been spent for the purchase of the minority 20% stake in the West Texas LPG Pipeline Limited Partnership, which closed on May 11, 2011. Upon completion of these projects, APL's EBITDA is expected to increase by approximately $150 million per year, assuming full utilization, continuation of current contractual arrangements and persistence of current prevailing prices.

At June 30, 2011, ATLS owned a 2.0% general partner interest, all of the incentive distribution rights, and an approximate 10.7% common limited partner interest in APL. ATLS' financial results are presented on a consolidated basis with those of APL. Non-controlling interests in APL are reflected as income (expense) in ATLS' consolidated combined statements of operations and as a component of partners' capital on its consolidated combined balance sheets. A consolidating combined statement of operations and balance sheet has also been provided in the financial tables to this release for the comparable periods presented.

Please refer to the Atlas Pipeline second quarter 2011 earnings release for additional details on its financial results.

Corporate and Other

Cash general and administrative expense, excluding amounts attributable to APL, was $9.6 million for the second quarter 2011. The current period is presented net with $6.2 million of fees received from the ATLS' Transition Service Agreement with Chevron Corp. (NYSE: CVX), through which ATLS provides accounting and other services. ATLS will recognize these fees for each of the services provided, which generally extends through the fourth quarter of 2011. Please refer to the consolidating combined statements of operations provided in the financial tables of this release.

Cash interest expense, excluding amounts attributable to APL, was $0.2 million for the second quarter 2011. In June 2011, ATLS announced that the lending group of its senior secured credit facility completed its borrowing base redetermination and increased ATLS' borrowing base from $125 million to $160 million. As of June 30, 2011, the Partnership had no amounts outstanding under its revolving credit facility and has a cash position of $108.5 million.

Hedging Summary

ATLS entered into derivative contracts during the second quarter 2011 for its natural gas and oil production. ATLS currently has approximately 24.2 billion cubic feet equivalents of its future production hedged through 2015. A summary of the ATLS' current derivative positions as of August 3, 2011 is as follows:

Interested parties are invited to access the live webcast of an investor call with management regarding Atlas Energy, L.P.'s secondquarter 2011 results on Thursday, August 4, 2011 at 9:00 am ET by going to the Investor Relations section of Atlas Energy's website at http://www.atlasenergy.com. For those unavailable to listen to the live broadcast, the replay of the webcast will be available following the live call on the Atlas Energy website and telephonically beginning at 12:00 p.m. ET on August 4, 2011 by dialing 888-286-8010, passcode: 11137864.

Atlas Energy, L.P. is a master limited partnership which owns an interest in over 8,500 producing natural gas and oil wells, representing over 181 Bcfe of net proved developed reserves. Additionally, Atlas Energy owns and operates the general partner of Atlas Pipeline Partners, L.P. (NYSE: APL), through which it owns a 2% general partner interest, all of the incentive distribution rights and approximately 5.75 million common limited partner units of APL. For more information, please visit our website at , or contact Investor Relations at InvestorRelations@atlasenergy.com.

Atlas Pipeline Partners, L.P. (NYSE: APL) is active in the gathering and processing segments of the midstream natural gas industry. In the Mid-Continent region of Oklahoma, southern Kansas, and northern and western Texas, APL owns and operates five active gas processing plants as well as approximately 8,600 miles of active intrastate gas gathering pipeline. For more information, visit APL's website at http://www.atlaspipeline.com or contact IR@atlaspipeline.com.

Cautionary Note Regarding Forward-Looking Statements

This document contains forward-looking statements that involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements.ATLS cautions readers that any forward-looking information is not a guarantee of future performance.Such forward-looking statements include, but are not limited to, statements about future financial and operating results, resource potential, ATLS' plans, objectives, expectations and intentions and other statements that are not historical facts. Risks, assumptions and uncertainties that could cause actual results to materially differ from the forward-looking statements include, but are not limited to, those associated with general economic and business conditions; changes in commodity prices; changes in the costs and results of drilling operations; uncertainties about estimates of reserves and resource potential; inability to obtain capital needed for operations; ATLS' level of indebtedness; changes in government environmental policies and other environmental risks; the availability of drilling equipment and the timing of production; tax consequences of business transactions; and other risks, assumptions and uncertainties detailed from time to time in ATLS' reports filed with the U.S. Securities and Exchange Commission, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K. Forward-looking statements speak only as of the date hereof, and ATLS assumes no obligation to update such statements, except as may be required by applicable law.

ATLAS ENERGY, L.P.

CONSOLIDATED COMBINED STATEMENTS OF OPERATIONS

(unaudited; in thousands, except per share data)

Three Months Ended

Six Months Ended

June 30,

June 30,

Revenues:

2011

2010(1)

2011(1)

2010(1)

Gas and oil production

$

17,723

$

25,230

$

35,349

$

50,710

Well construction and completion

10,954

43,295

28,679

115,937

Gathering and processing

345,734

214,016

625,952

450,562

Administration and oversight

1,375

1,867

2,736

3,912

Well services

4,855

4,912

10,141

10,092

Gain (loss) on mark-to-market derivatives(2)

6,837

5,818

(14,808

)

10,539

Other, net

21,414

3,112

25,767

6,501

Total revenues

408,892

298,250

713,816

648,253

Costs and expenses:

Gas and oil production

4,042

6,563

7,963

10,606

Well construction and completion

9,284

36,682

24,305

98,243

Gathering and processing

293,471

182,827

530,455

378,989

Well services

1,674

2,812

4,034

5,275

General and administrative(1)

22,239

6,772

38,429

17,313

Depreciation, depletion and amortization

27,370

30,115

53,977

57,212

Total costs and expenses

358,080

265,771

659,163

567,638

Operating income

50,812

32,479

54,653

80,615

Gain (loss) on asset sales

(233

)

--

255,714

(2,947

)

Interest expense(1)

(6,567

)

(25,119

)

(24,645

)

(52,140

)

Loss on early extinguishment of debt

(19,574

)

--

(19,574

)

--

Income from continuing operations

24,438

7,360

266,148

25,528

Income (loss) from discontinued operations

--

7,976

(81

)

14,757

Net income

24,438

15,336

266,067

40,285

Income attributable to non-controlling interests

(7,925

)

(688

)

(219,303

)

(2,495

)

Net income after non-controlling interests

16,513

14,648

46,764

37,790

Income not attributable to common limited partners (results of operations of the Transferred Business as of and prior to February 17, 2011, the date of acquisition)(1)

--

(15,788

)

(4,711

)

(40,294

)

Net income (loss) attributable to common limited partners

$

16,513

$

(1,140

)

$

42,053

$

(2,504

)

Net income (loss) attributable to common limited partners per unit - basic:

Income (loss) from continuing operations attributable to common limited partners

$

0.31

$

(0.08

)

$

0.91

$

(0.16

)

Income from discontinued operations attributable to common limited partners

--

0.04

--

0.07

Net income (loss) attributable to common limited partners

$

0.31

$

(0.04

)

$

0.91

$

(0.09

)

Net income (loss) attributable to common limited partners per unit - diluted:

Income (loss) from continuing operations attributable to common limited partners

$

0.30

$

(0.08

)

$

0.89

$

(0.16

)

Income from discontinued operations attributable to common limited partners

--

0.04

--

0.07

Net income (loss) attributable to common limited partners

$

0.30

$

(0.04

)

$

0.89

$

(0.09

)

Weighted average common limited partner units outstanding:

Basic

51,235

27,704

45,156

27,704

Diluted

53,023

27,704

46,172

27,704

Net income (loss) attributable to common limited partners:

Income (loss) from continuing operations

$

16,513

$

(2,144

)

$

42,063

$

(4,366

)

Income (loss) from discontinued operations

--

1,004

(10

)

1,862

Net income (loss) attributable to common limited partners

$

16,513

$

(1,140

)

$

42,053

$

(2,504

)

(1)

In accordance with prevailing accounting literature, the Partnership has adjusted its historical financial statements to present them combined with the historical financial results of the Transferred Business for all periods prior to its acquisition date of February 17, 2011. However, since the results of operations of the Transferred Business prior to its acquisition date are not attributable to the common limited partners of the Partnership, these amounts have been deducted to obtain net income (loss) attributable to common limited partners for the respective period. Also, the historical results of the Transferred Business prior to the acquisition date do not reflect general and administrative expenses and interest expense as the Partnership was unable to identify and allocate such amounts to the Transferred Business for the respective periods.

(2)

Consists principally of hydrocarbon derivative gains / (losses) that relate to the operating activities of the Partnership's consolidated subsidiary, APL. The underlying hydrocarbon derivatives do not represent present or potential future obligations of the Partnership.

ATLAS ENERGY, L.P.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited; in thousands)

June 30,

December 31,

ASSETS

2011

2010(1)

Current assets:

Cash and cash equivalents

$

108,692

$

247

Accounts receivable

138,154

120,697

Current portion of derivative asset

982

36,621

Prepaid expenses and other

33,519

23,652

Total current assets

281,347

181,217

Property, plant and equipment, net

1,922,208

1,849,486

Intangible assets, net

116,649

128,543

Investment in joint venture

85,687

153,358

Goodwill, net

31,784

31,784

Long-term derivative asset

6,291

36,125

Other assets, net

48,754

54,749

$

2,492,720

$

2,435,262

LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:

Current portion of long-term debt

$

217

$

35,625

Accounts payable

95,420

79,673

Liabilities associated with drilling contracts

36,392

65,072

Accrued producer liabilities

89,006

72,996

Current portion of derivative liability

6,404

4,917

Current portion of derivative payable to Drilling Partnerships

26,791

30,797

Accrued interest

1,017

1,921

Accrued well drilling and completion costs

18,293

30,126

Advances from affiliates

--

14,335

Accrued liabilities

50,212

42,654

Total current liabilities

323,752

378,116

Long-term debt, less current portion

358,744

565,764

Long-term derivative liability

976

11,901

Long-term derivative payable to Drilling Partnerships

24,741

34,796

Other long-term liabilities

43,335

42,896

Commitments and contingencies

Partners' Capital:

Common limited partners' interests

573,142

408,720

Accumulated other comprehensive income

1,873

3,882

575,015

412,602

Non-controlling interests

1,166,157

989,187

Total partners' capital

1,741,172

1,401,789

$

2,492,720

$

2,435,262

(1)

In accordance with prevailing accounting literature, the Partnership has adjusted its historical financial statements to present them combined with the historical financial results of the Transferred Business for all periods prior to its acquisition date of February 17, 2011.

ATLAS ENERGY, L.P.

Financial and Operating Highlights

Three Months Ended

Six Months Ended

June 30,

June 30,

2011

2010(1)

2011(1)

2010(1)

Net income (loss) attributable to common limited partners per unit - basic

$

0.31

$

(0.04

)

$

0.91

$

(0.09

)

Distributable cash flow per unit(2)(3)

$

0.44

$

--

$

0.58

$

--

Cash distributions paid per unit(2)(4)

$

0.22

$

--

$

0.33

$

--

Production revenues (in thousands):

Natural gas

$

12,472

$

20,670

$

26,194

$

41,937

Oil(5)

5,251

4,560

9,155

8,773

Total production revenues(5)

$

17,723

$

25,230

$

35,349

$

50,710

Production volume:(6)(7)

Appalachia(8):

Natural gas (Mcfd)

28,208

34,902

28,714

35,949

Oil (Bpd)(9)

806

846

767

851

Total (Mcfed)

33,042

39,979

33,314

41,057

New Albany/Antrim:

Natural gas (Mcfd)

3,192

1,615

3,218

1,320

Oil (Bpd)

--

--

--

--

Total (Mcfed)

3,192

1,615

3,218

1,320

Niobrara:

Natural gas (Mcfd)

399

--

293

--

Oil (Bpd)

--

--

--

--

Total (Mcfed)

399

--

293

--

Total:

Natural gas (Mcfd)

31,799

36,517

32,225

37,269

Oil (Bpd)(9)

806

846

767

851

Total (Mcfed)

36,633

41,594

36,825

42,377

Average sales prices:(7)

Natural gas (per Mcf) (10)

$

5.15

$

7.17

$

5.31

$

7.41

Oil (per Bbl)(11)

$

99.70

$

79.64

$

94.32

$

76.10

Production costs:(7)(12)

Lease operating expenses per Mcfe

$

1.05

$

1.40

$

0.96

$

1.13

Production taxes per Mcfe

0.04

0.03

0.05

0.04

Total production costs per Mcfe

$

1.09

$

1.43

$

1.01

$

1.17

Depletion per Mcfe(7)

$

2.15

$

2.36

$

2.06

$

2.19

(1)

In accordance with prevailing accounting literature, the Partnership has adjusted its historical financial statements to present them combined with the historical financial results of the Transferred Business for all periods prior to its acquisition date of February 17, 2011.

(2)

A reconciliation from net income to distributable cash flow is provided in the financial tables of this release.

(3)

Calculation consists of distributable cash flow divided by 51,235,000 weighted average common limited partner units outstanding for the 2nd quarter 2011 and 51,232,000, which is the weighted average common limited partner units outstanding for the period subsequent to February 17, 2011, the date of acquisition for the Transferred Business, which includes the 23.4 million common limited partner units issued as partial consideration for the acquisition.

(4)

Represents the cash distributions paid by the Partnership within 50 days after the end of each quarter, based upon the distributable cash flow generated during the respective quarter.

(5)

Includes NGL production revenue.

(6)

Production quantities consist of the sum of (i) the Partnership's proportionate share of production from wells in which it has a direct interest, based on the Partnership's proportionate net revenue interest in such wells, and (ii) the Partnership's proportionate share of production from wells owned by the investment partnerships in which the Partnership has an interest, based on its equity interest in each such partnership and based on each partnership's proportionate net revenue interest in these wells.

(7)

"Mcf" and "Mcfd" represent thousand cubic feet and thousand cubic feet per day; "Mcfe" and "Mcfed" represent thousand cubic feet equivalents and thousand cubic feet equivalents per day, and "Bbl" and "Bpd" represent barrels and barrels per day. Barrels are converted to Mcfe using the ratio of six Mcf's to one barrel.

(8)

Appalachia consists of the Partnership's production located in Pennsylvania, Ohio, New York, West Virginia and Tennessee.

(9)

Includes NGL production volume.

(10)

The Partnership's average sales price for natural gas before the effects of financial hedging was $5.05 per Mcf and $4.37 per Mcf for the three months ended June 30, 2011 and 2010, respectively, and $4.64 per Mcf and $5.20 per Mcf for the six months ended June 30, 2011 and 2010, respectively. These amounts exclude the impact of certain allocations of production revenues to investor partners within the investor partnerships. Including the effects of these allocations, average natural gas sales prices were $4.31 per Mcf ($4.20 per Mcf before the effects of financial hedging) and $6.22 per Mcf ($3.43 per Mcf before the effects of financial hedging) for the three months ended June 30, 2011 and 2010, respectively, and $4.49 per Mcf ($3.82 per Mcf before the effects of financial hedging) and $6.22 per Mcf ($4.01 per Mcf before the effects of financial hedging) for the six months ended June 30, 2011 and 2010, respectively.

(11)

The Partnership's average sales price for oil before the effects of financial hedging was $99.70 per barrel and $72.76 per barrel for the three months ended June 30, 2011 and 2010, respectively, and $92.25 per barrel and $70.09 per barrel for the six months ended June 30, 2011 and 2010, respectively.

(12)

Production costs include labor to operate the wells and related equipment, repairs and maintenance, materials and supplies, property taxes, severance taxes, insurance and production overhead. These amounts exclude the effects of the Partnership's proportionate share of lease operating expenses associated with certain allocations of production revenue to investor partners within the Partnership's investor partnerships. Including the effects of these costs, lease operating expenses per Mcfe were $0.71 per Mcfe ($0.75 per Mcfe for total production costs) and $1.08 per Mcfe ($1.11 per Mcfe for total production costs) for the three months ended June 30, 2011 and 2010, respectively, and $0.65 per Mcfe ($0.70 per Mcfe for total production costs) and $0.76 per Mcfe ($0.80 per Mcfe for total production costs) for the six months ended June 30, 2011 and 2010, respectively.

ATLAS ENERGY, L.P.

CAPITALIZATION INFORMATION

(unaudited; in thousands)

June 30, 2011

December 31, 2010(1)

Atlas

Atlas

Atlas

Atlas

Consolidated

Energy

Pipeline

Consolidated

Energy

Pipeline

Combined

Total debt

$

--

$

358,961

$

358,961

$

35,415

$

565,974

$

601,389

Less: Cash

(108,526

)

(166

)

(108,692

)

(83

)

(164

)

(247

)

Total net debt/(cash)

(108,526

)

358,795

250,269

35,332

565,810

601,142

Partners' capital

575,997

1,244,319

1,741,172(2)

414,035

1,041,647

1,401,789(2)

Total capitalization

$

467,471

$

1,603,114

$

1,991,441

$

449,367

$

1,607,457

$

2,002,931

Ratio of net debt to

capitalization

0.00x

0.08x

(1)

In accordance with prevailing accounting literature, the Partnership has adjusted its historical financial statements to present them combined with the historical financial results of the Transferred Business for all periods prior to its acquisition date of February 17, 2011.

(2)

Net of eliminated amounts.

ATLAS ENERGY, L.P.

CAPITAL EXPENDITURE DATA

(unaudited; in thousands)

Three Months Ended

Six Months Ended

June 30,

June 30,

2011

2010(1)

2011(1)

2010(1)

Atlas Energy

Maintenance capital expenditures(2)

$

3,567

$

--

$

5,233

$

--

Expansion capital expenditures

3,083

13,851

9,149

42,256

Total

$

6,650

$

13,851

$

14,382

$

42,256

Atlas Pipeline

Maintenance capital expenditures

$

5,211

$

3,008

$

8,471

$

3,883

Expansion capital expenditures

68,425

10,040

83,498

15,952

Total

$

73,636

$

13,048

$

91,969

$

19,835

Consolidated Combined

Maintenance capital expenditures

$

8,778

$

3,008

$

13,704

$

3,883

Expansion capital expenditures

71,508

23,891

92,647

58,208

Total

$

80,286

$

26,899

$

106,351

$

62,091

(1)

In accordance with prevailing accounting literature, the Partnership has adjusted its historical financial statements to present them combined with the historical financial results of the Transferred Business for all periods prior to its acquisition date of February 17, 2011. Also, the amounts for the second quarter 2010 and the six months ended June 30, 2010 were restated to reflect amounts reclassified to discontinued operations due to APL's sale of assets in September 2010.

(2)

Prior to the Partnership's acquisition of the Transferred Business on February 17, 2011, the Partnership had no maintenance capital requirements with regard to its oil and gas properties.

Reconciliation of non-GAAP measures to net income (loss) attributable to common limited partners(3):

Atlas Energy Stand-Alone Distributable Cash Flow

$

22,661

$

(746

)

$

29,740

$

(1,803

)

Distributable cash flow of Transferred Business as of and prior to February 17, 2011 (the date of acquisition)(6)

--

27,640

8,261

63,786

Atlas Pipeline net income (loss) attributable to common limited partners

896

(37

)

31,090

34

Atlas Pipeline cash distributions received(2)

(2,730

)

--

(5,264

)

--

Non-recurring acquisition costs

--

--

(2,087

)

--

Depreciation, depletion and amortization

(8,247

)

(11,491

)

(15,948

)

(20,131

)

Amortization of deferred finance costs

(253

)

--

(5,185

)

--

Non-cash stock compensation expense

(4,111

)

(358

)

(4,612

)

(709

)

Maintenance capital expenditures(7)

3,567

--

5,233

--

Non-cash net gain (loss) on asset sales

48

--

48

(2,947

)

Other non-cash adjustments

4,682

(360

)

5,488

(440

)

Income not attributable to common limited partners (results of operations of the Transferred Business as of and prior to February 17, 2011, the date of acquisition)(6)

--

(15,788

)

(4,711

)

(40,294

)

Net income (loss) attributable to common limited partners

$

16,513

$

(1,140

)

$

42,053

$

(2,504

)

(1)

Excludes non-cash stock-compensation expense and non-recurring costs incurred in connection with the acquisition of the Transferred Business.

(2)

Represents the cash distribution received from Atlas Pipeline during the respective period (paid from distributable cash flow generated during the preceding quarter).

(3)

Adjusted EBITDA and distributable cash flow are non-GAAP (generally accepted accounting principles) financial measures under the rules of the Securities and Exchange Commission. Management of the Partnership believes that adjusted EBITDA and distributable cash flow provide additional information for evaluating the Partnership's performance, among other things. These measures are widely used by commercial banks, investment bankers, rating agencies and investors in evaluating performance relative to peers and pre-set performance standards. Adjusted EBITDA is also a financial measurement that, with certain negotiated adjustments, is utilized within the Partnership's financial covenants under its credit facility. Adjusted EBITDA and distributable cash flow are not measures of financial performance under GAAP and, accordingly, should not be considered as a substitute for net income, operating income, or cash flows from operating activities in accordance with GAAP.

(4)

Excludes non-cash amortization of deferred financing costs.

(5)

Represents the cash distributions paid by the Partnership within 50 days after the end of each quarter, based upon the distributable cash flow generated during the respective quarter.

(6)

In accordance with prevailing accounting literature, the Partnership has adjusted its historical financial statements to present them combined with the historical financial results of the Transferred Business for all periods prior to its acquisition date of February 17, 2011.

(7)

Prior to the Partnership's acquisition of the Transferred Business on February 17, 2011, the Partnership had no maintenance capital requirements with regard to its oil and gas properties.

ATLAS ENERGY, L.P.

CONSOLIDATING COMBINED STATEMENTS OF OPERATIONS

(unaudited; in thousands)

Three Months Ended June 30, 2011

Atlas

Atlas

Consolidated

Energy

Pipeline

Eliminations

Combined

Revenues:

Gas and oil production

$

17,723

$

--

$

--

$

17,723

Well construction and completion

10,954

--

--

10,954

Gathering and processing

5,118

340,616

--

345,734

Administration and oversight

1,375

--

--

1,375

Well services

4,855

--

--

4,855

Gain on mark-to-market derivatives

--

6,837

--

6,837

Other, net

18,646

2,768

--

21,414

Total revenues

58,671

350,221

--

408,892

Costs and expenses:

Gas and oil production

4,042

--

--

4,042

Well construction and completion

9,284

--

--

9,284

Gathering and processing

5,763

287,708

--

293,471

Well services

1,674

--

--

1,674

General and administrative

13,669

8,570

--

22,239

Depreciation, depletion and amortization

8,247

19,123

--

27,370

Total costs and expenses

42,679

315,401

--

358,080

Operating income

15,992

34,820

--

50,812

Gain (loss) on asset sales

48

(281

)

--

(233

)

Interest expense

(423

)

(6,144

)

--

(6,567

)

Loss on early extinguishment of debt

--

(19,574

)

--

(19,574

)

Income from continuing operations

15,617

8,821

--

24,438

Discontinued operations

--

--

--

--

Net income

15,617

8,821

--

24,438

Income attributable to non-controlling interests

--

(1,545

)

(6,380

)

(7,925

)

Net income attributable to common limited partners

$

15,617

$

7,276

$

(6,380

)

$

16,513

ATLAS ENERGY, L.P.

CONSOLIDATING COMBINED STATEMENTS OF OPERATIONS

(unaudited; in thousands)

Three Months Ended June 30, 2010

Atlas

Atlas

Consolidated

Energy(1)

Pipeline

Eliminations

Combined(1)

Revenues:

Gas and oil production

$

25,230

$

--

$

--

$

25,230

Well construction and completion

43,295

--

--

43,295

Gathering and processing

5,956

208,060

--

214,016

Administration and oversight

1,867

--

--

1,867

Well services

4,912

--

--

4,912

Gain (loss) on mark-to-market derivatives

24

5,794

--

5,818

Other, net

(149

)

3,261

--

3,112

Total revenues

81,135

217,115

--

298,250

Costs and expenses:

Gas and oil production

6,563

--

--

6,563

Well construction and completion

36,682

--

--

36,682

Gathering and processing

7,798

175,029

--

182,827

Well services

2,812

--

--

2,812

General and administrative

580

(1)

6,192

--

6,772

Depreciation, depletion and amortization

11,491

18,624

--

30,115

Total costs and expenses

65,926

199,845

--

265,771

Operating income

15,209

17,270

--

32,479

Gain (loss) on asset sales

--

--

--

--

Interest expense

(524

)

(1)

(24,595

)

--

(25,119

)

Income (loss) from continuing operations

14,685

(7,325

)

--

7,360

Discontinued operations

--

7,976

--

7,976

Net income

14,685

651

--

15,336

Income attributable to non-controlling interests

--

(945

)

257

(688

)

Net income (loss) after non-controlling interests

14,685

(294

)

257

14,648

Income not attributable to common limited partners (results of operations of the Transferred Business as of and prior to February 17, 2011, the date of acquisition(1))

(15,788

)

--

--

(15,788

)

Net loss attributable to common limited partners

$

(1,103

)

$

(294

)

$

257

$

(1,140

)

(1)

In accordance with prevailing accounting literature, the Partnership has adjusted its historical financial statements to present them combined with the historical financial results of the Transferred Business for all periods prior to its acquisition date of February 17, 2011. However, since the results of operations of the Transferred Business prior to its acquisition date are not attributable to the common limited partners of the Partnership, these amounts have been deducted to obtain net income (loss) attributable to common limited partners for the respective period. Also, the historical results of the Transferred Business prior to the acquisition date do not reflect general and administrative expenses and interest expense as the Partnership was unable to identify and allocate such amounts to the Transferred Business for the respective periods.

ATLAS ENERGY, L.P.

CONSOLIDATING COMBINED STATEMENTS OF OPERATIONS

(unaudited; in thousands)

Six Months Ended June 30, 2011

Atlas

Atlas

Consolidated

Energy(1)

Pipeline

Eliminations

Combined(1)

Revenues:

Gas and oil production

$

35,349

$

--

$

--

$

35,349

Well construction and completion

28,679

--

--

28,679

Gathering and processing

9,617

616,335

--

625,952

Administration and oversight

2,736

--

--

2,736

Well services

10,141

--

--

10,141

Loss on mark-to-market derivatives

--

(14,808

)

--

(14,808

)

Other, net

19,749

6,018

--

25,767

Total revenues

106,271

607,545

--

713,816

Costs and expenses:

Gas and oil production

7,963

--

--

7,963

Well construction and completion

24,305

--

--

24,305

Gathering and processing

11,497

518,958

--

530,455

Well services

4,034

--

--

4,034

General and administrative

20,842

(1)

17,587

--

38,429

Depreciation, depletion and amortization

15,948

38,029

--

53,977

Total costs and expenses

84,589

574,574

--

659,163

Operating income

21,682

32,971

--

54,653

Gain on asset sales

48

255,666

--

255,714

Interest expense

(6,056

)

(1)

(18,589

)

--

(24,645

)

Loss on early extinguishment of debt

--

(19,574

)

--

(19,574

)

Income from continuing operations

15,674

250,474

--

266,148

Discontinued operations

--

(81

)

--

(81

)

Net income

15,674

250,393

--

266,067

Income attributable to non-controlling interests

--

(2,732

)

(216,571

)

(219,303

)

Net income after non-controlling interests

15,674

247,661

(216,571

)

46,764

Income not attributable to common limited partners

(results of operations of the Transferred Business as of and prior to February 17, 2011, the date of acquisition(1))

(4,711

)

--

--

(4,711

)

Net income attributable to common limited partners

$

10,963

$

247,661

$

(216,571

)

$

42,053

(1)

In accordance with prevailing accounting literature, the Partnership has adjusted its historical financial statements to present them combined with the historical financial results of the Transferred Business for all periods prior to its acquisition date of February 17, 2011. However, since the results of operations of the Transferred Business prior to its acquisition date are not attributable to the common limited partners of the Partnership, these amounts have been deducted to obtain net income (loss) attributable to common limited partners for the respective period. Also, the historical results of the Transferred Business prior to the acquisition date do not reflect general and administrative expenses and interest expense as the Partnership was unable to identify and allocate such amounts to the Transferred Business for the respective periods.

ATLAS ENERGY, L.P.

CONSOLIDATING COMBINED STATEMENTS OF OPERATIONS

(unaudited; in thousands)

Six Months Ended June 30, 2010

Atlas

Atlas

Consolidated

Energy(1)

Pipeline

Eliminations

Combined(1)

Revenues:

Gas and oil production

$

50,710

$

--

$

--

$

50,710

Well construction and completion

115,937

--

--

115,937

Gathering and processing

9,069

441,493

--

450,562

Administration and oversight

3,912

--

--

3,912

Well services

10,092

--

--

10,092

Gain on mark-to-market derivatives

--

10,539

--

10,539

Other, net

(197

)

6,698

--

6,501

Total revenues

189,523

458,730

--

648,253

Costs and expenses:

Gas and oil production

10,606

--

--

10,606

Well construction and completion

98,243

--

--

98,243

Gathering and processing

12,053

366,936

--

378,989

Well services

5,275

--

--

5,275

General and administrative

1,370

(1)

15,943

--

17,313

Depreciation, depletion and amortization

20,131

37,081

--

57,212

Total costs and expenses

147,678

419,960

--

567,638

Operating income

41,845

38,770

--

80,615

Loss on asset sales

(2,947

)

--

--

(2,947

)

Interest expense

(1,142

)

(1)

(50,998

)

--

(52,140

)

Income from continuing operations

37,756

(12,228

)

--

25,528

Discontinued operations

--

14,757

--

14,757

Net income

37,756

2,529

--

40,285

Income attributable to non-controlling interests

--

(2,262

)

(233

)

(2,495

)

Net income after non-controlling interests

37,756

267

(233

)

37,790

Income not attributable to common limited partners

(results of operations of the Transferred Business as of and prior to February 17, 2011, the date of acquisition(1))

(40,294

)

--

--

(40,294

)

Net income (loss) attributable to common limited partners

$

(2,538

)

$

267

$

(233

)

$

(2,504

)

(1)

In accordance with prevailing accounting literature, the Partnership has adjusted its historical financial statements to present them combined with the historical financial results of the Transferred Business for all periods prior to its acquisition date of February 17, 2011. However, since the results of operations of the Transferred Business prior to its acquisition date are not attributable to the common limited partners of the Partnership, these amounts have been deducted to obtain net income (loss) attributable to common limited partners for the respective period. Also, the historical results of the Transferred Business prior to the acquisition date do not reflect general and administrative expenses and interest expense as the Partnership was unable to identify and allocate such amounts to the Transferred Business for the respective periods.

ATLAS ENERGY, L.P.

CONDENSED CONSOLIDATING BALANCE SHEETS

(unaudited; in thousands)

June 30, 2011

Atlas

Atlas

ASSETS

Energy

Pipeline

Eliminations

Consolidated

Current assets:

Cash and cash equivalents

$

108,526

$

166

$

--

$

108,692

Accounts receivable

25,830

112,324

--

138,154

Current portion of derivative asset

982

--

--

982

Prepaid expenses and other

8,523

24,996

--

33,519

Total current assets

143,861

137,486

--

281,347

Property, plant and equipment, net

509,104

1,413,104

--

1,922,208

Goodwill and intangible assets, net

33,606

114,827

--

148,433

Long-term derivative asset

1,873

4,418

--

6,291

Investment in joint venture

--

85,687

--

85,687

Investment in subsidiaries

79,144

--

(79,144

)

--

Other assets, net

27,329

21,425

--

48,754

$

794,917

$

1,776,947

$

(79,144

)

$

2,492,720

LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:

Current portion of long-term debt

$

--

$

217

$

--

$

217

Accounts payable

47,369

48,051

--

95,420

Liabilities associated with drilling contracts

36,392

--

--

36,392

Accrued producer liabilities

--

89,006

--

89,006

Current portion of derivative liability

--

6,404

--

6,404

Current portion of derivative payable to Partnerships

26,791

--

--

26,791

Accrued interest

--

1,017

--

1,017

Accrued well drilling and completion costs

18,293

--

--

18,293

Advances from affiliates

--

--

--

--

Accrued liabilities

22,173

28,039

--

50,212

Total current liabilities

151,018

172,734

--

323,752

Long-term debt, less current portion

--

358,744

--

358,744

Long-term derivative liability

--

976

--

976

Long-term derivative payable to Partnerships

24,741

--

--

24,741

Other long-term liabilities

43,161

174

--

43,335

Partners' Capital:

Common limited partners' interests

573,142

1,283,536

(1,283,536

)

573,142

Accumulated other comprehensive income (loss)

2,855

(7,820

)

6,838

1,873

575,997

1,275,716

(1,276,698

)

575,015

Non-controlling interests

--

(31,397

)

1,197,554

1,166,157

Total partners' capital

575,997

1,244,319

(79,144

)

1,741,172

$

794,917

$

1,776,947

$

(79,144

)

$

2,492,720

ATLAS ENERGY, L.P.

CONDENSED CONSOLIDATING COMBINED BALANCE SHEETS

(unaudited; in thousands)

December 31, 2010

Atlas

Atlas

Consolidated

ASSETS

Energy(1)

Pipeline

Eliminations

Combined(1)

Current assets:

Cash and cash equivalents

$

83

$

164

$

--

$

247

Accounts receivable

20,800

99,759

--

120,559

Current portion of derivative asset

36,621

--

--

36,621

Prepaid expenses and other

8,672

15,118

--

23,790

Total current assets

66,176

115,041

--

181,217

Property, plant and equipment, net

508,484

1,341,002

--

1,849,486

Goodwill and intangible assets, net

33,948

126,379

--

160,327

Long-term derivative asset

36,125

--

--

36,125

Investment in joint venture

--

153,358

--

153,358

Investment in subsidiaries

53,893

--

(53,893

)

--

Other assets, net

25,681

29,068

--

54,749

$

724,307

$

1,764,848

$

(53,893

)

$

2,435,262

LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:

Current portion of long-term debt

$

35,415

$

210

$

--

$

35,625

Accounts payable

50,291

29,382

--

79,673

Liabilities associated with drilling contracts

65,072

--

--

65,072

Accrued producer liabilities

--

72,996

--

72,996

Current portion of derivative liability

353

4,564

--

4,917

Current portion of derivative payable to Partnerships

30,797

--

--

30,797

Accrued interest

--

1,921

--

1,921

Accrued well drilling and completion costs

30,126

--

--

30,126

Advances from affiliates

2,055

12,280

--

14,335

Accrued liabilities

12,401

30,253

--

42,654

Total current liabilities

226,510

151,606

--

378,116

Long-term debt, less current portion

--

565,764

--

565,764

Long-term derivative liability

6,293

5,608

--

11,901

Long-term derivative payable to Partnerships

34,796

--

--

34,796

Other long-term liabilities

42,673

223

--

42,896

Partners' Capital:

Common limited partners' interests

408,720

1,085,408

(1,085,408

)

408,720

Accumulated other comprehensive income (loss)

5,315

(11,224

)

9,791

3,882

414,035

1,074,184

(1,075,617

)

412,602

Non-controlling interests

--

(32,537

)

1,021,724

989,187

Total partners' capital

414,035

1,041,647

(53,893

)

1,401,789

$

724,307

$

1,764,848

$

(53,893

)

$

2,435,262

(1)

In accordance with prevailing accounting literature, the Partnership has adjusted its historical financial statements to present them combined with the historical financial results of the Transferred Business for all periods prior to its acquisition date of February 17, 2011.